Online notarization of general meeting resolutions
The Covid-19 pandemic and the lockdowns and home office obligations imposed to combat it have massively accelerated digitalization: Consumers have increasingly made purchases via online channels, and companies have introduced video conferencing and online tools across the board. Due to the ban on meetings, companies have been required in the context of general meetings that shareholders must exercise their rights in electronic form as an alternative to in writing or by proxy. As a result, general meetings are increasingly being held electronically as well as in writing, whether by direct electronic voting or otherwise, how this is possible via the Konsento platformindirect voting, in which a proxy receives the shareholders' instructions electronically.
If resolutions of the Annual General Meeting that are passed by electronic voting result in an amendment to the Articles of Association, these must also be notarized. To date, however, digitization has stopped short of public deeds because notarization law stipulates minimum requirements for their creation.
In particular, this means that the notary must monitor and understand the procedure and the counting of votes. Should disputes subsequently arise, the notary must be able to provide sufficiently substantiated evidence of their own perceptions of votes, motions, questions and, ultimately, the voting process and results. Another requirement for public notarization is the principle of unity of the act in terms of time, place and procedure. For example, it is not permissible for the general meeting, including voting, to be held and for the notary to have the chairman describe the events and voting results afterwards so that he can notarize them publicly. The high formal hurdles and the lack of adequate technical solutions have therefore required the physical presence of the notary for the entire duration of a general meeting.
Both limit the flexibility for holding a general meeting and increase its costs.
The functions of the Konsento platform as a whole fulfill the formal requirements for the certification of resolutions of general meetings, so that notaries can form their own opinion of the procedure and the counting of votes during the AGM. Since the end of May 2021, together with our partner notary's office, we have publicly notarized several resolutions on capital increases and other amendments to the Articles of Association of the Annual General Meeting as well as resolutions of the Board of Directors, in which all participants - the chairman of the meeting, shareholders, members of the Board of Directors and a notary in each case - took part exclusively online. In this case, the corresponding resolutions were confirmed by the commercial register offices of the cantons of Zurich and Zug and entered in the respective commercial registers. The latest legal and practical developments make us confident that remote notarizations with the information content of the Konsento platform should also be realistic in other cantons and beyond Covid-19.
Public notarization is a significant cost factor for capital increases and other resolutions of the General Meeting and Board of Directors that require notarization. The Notaries and Notaries von Brand Notaries and Konsento are jointly developing standardized templates and structured procedures that further simplify public notarization and, in particular, its preparation and help to substantially reduce its costs.
Interested parties can contact us at hello@konsento.ch gladly at your disposal.